Actual Working Capital Adjustment definition

Actual Working Capital Adjustment means the difference (which may be positive or negative) between the calculation set forth in Section 2.4(b) and the amount of the Working Capital Adjustment estimated and used at the Closing pursuant to Section 2.4(a).

Actual Working Capital Adjustment means Actual Working Capital, minus Target Working Capital.

Actual Working Capital Adjustment means (i) if the Actual Working Capital is greater than the Target Working Capital Upper Collar, the amount of such excess (which shall be a positive number), (ii) if the Actual Working Capital is equal to or lesser than the Target Working Capital Upper Collar and greater than or equal to the Target Working Capital Lower Collar, 0, and (iii) if the Actual Working Capital is lesser than the Target Working Capital Lower Collar, an amount equal to such deficit (which shall be a negative number).

Examples of Actual Working Capital Adjustment in a sentence

• The Buyer Parties shall not be entitled to indemnification under this Article VII for any Buyer Indemnified Losses if and to the extent that such Losses were taken into account (such as being applied as a reduction in current assets or an increase in current liabilities), in the determination of the Actual Working Capital Adjustment or in any other adjustment that may be made to the Initial Purchase Price.

• If Seller and Buyer have not resolved any dispute within such 45-day period, they shall submit the dispute to a mutually agreed upon independent accounting firm of nationally recognized standing to make each disputed calculation in the Actual Working Capital Adjustment within 20 days after the dispute is submitted to such firm.

• If the Actual Working Capital Adjustment is a negative amount, Seller shall promptly pay to the Buyer, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such negative amount.

• To the extent that the actual receivables collected by Buyer during the ninety (90) days following Closing is less than the amount given to Seller from Buyer as a credit on the Estimated Working Capital Adjustment, the Actual Working Capital Adjustment shall reflect the receivables amount used in the Estimated Working Capital Adjustment and there shall be no reduction for the same.

• If the Actual Working Capital Adjustment is a positive amount, the Buyer shall pay to the Seller, within fifteen (15) days from the date of delivery of the Statement, an amount equal to such positive amount.

• If the Seller or Members disagrees with the Actual Working Capital Adjustment proposed by Buyer, Seller and Buyer will have 45 days to resolve the dispute between themselves.

• If the Reconciliation is accepted, then either (1) Purchaser shall promptly pay to Seller the positive difference, if any, of the Actual Working Capital Adjustment Amount less the Estimated Working Capital Adjustment Amount, or (2) Seller shall promptly pay to Purchaser the positive difference, if any, of Estimated Working Capital Adjustment Amount less the Actual Working Capital Adjustment Amount.

• The Statement shall contain a supporting schedule detailing the proposed Actual Working Capital Adjustment, and be accompanied with copies of the work papers and back up materials used by Buyer in preparing the Statement.

More Definitions of Actual Working Capital Adjustment

Actual Working Capital Adjustment means the Working Capital Adjustment based upon the actual amount of Working Capital as of the day prior to the Closing Date as indicated in the Closing Statements delivered pursuant to Section 13.2.

Actual Working Capital Adjustment means the amount equal to the Actual Net Working Capital minus the Target Working Capital Amount. “Adjusted Purchase Price” means (a) the Purchase Price minus (b) the absolute value of the Actual Working Capital Adjustment, if the Actual Working Capital Adjustment is negative, plus (c) the Actual Working Capital Adjustment, if the Actual Working Capital Adjustment is positive, minus (d) fifty percent (50%) of the cost of the owner policies of title insurance described in Section 5.1(j), minus (e) the lesser of (1) $350,000 and (2) the amount of the 63

Actual Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.10(a).

Actual Working Capital Adjustment shall have the meaning ascribed to such term in Section 2.05(f).